Unassociated Document


    AMENDMENT
      NO. 2

    TO

    BURLINGTON
      RESOURCES INC.

    DEFERRED
      COMPENSATION PLAN

     

     

    The
      Burlington Resources Inc. Deferred Compensation Plan (the “Plan”) is hereby
      amended as follows:

     

    1.    Section
      1.5 of the Plan is amended, effective as of the “Effective Time” as defined in
      that certain Agreement and Plan of Merger dated as of December 12, 2005 by
      and among Burlington Resources Inc., ConocoPhillips and Cello Acquisition Corp.
      (the “Effective Time”), to read as follows:

     

    “1.5
       Common
      Stock
      means
      the common stock, par value $.01 per share, of the Company (except as otherwise
      provided in Section 4.9).”

     

    2.    Sections
      4.1 and 4.2 of the Plan are amended, effective as of January 1, 2005, to add
      the
      following at the end of each such Section:

     

    “Anything
      in this Plan to the contrary notwithstanding, any deferrals of Base Salary
      after
      December 31, 2004 shall be made pursuant to an election under the Burlington
      Resources Inc. 2005 Deferred Compensation Plan, and such deferrals shall be
      governed by the provisions of the Burlington Resources Inc. 2005 Deferred
      Compensation Plan rather than Sections 4.3 through 4.8 of this Plan or any
      other
      provisions of this Plan relating to deferrals.”

     

     

    3.    Section
      4.4 of the Plan is amended, effective as of the Effective Time, to read as
      follows:

     

    “4.4
       Investment
      of Accounts.
      Except
      as provided below, each Account shall accrue interest on the deferred Base
      Salary credited to such Account from the date such Base Salary is credited
      to
      the Account through the date of its distribution (the “Interest Account”). Such
      interest shall be credited to the Interest Account as of such valuation dates
      as
      shall be determined by the Management Committee. The Management Committee shall
      determine, in its sole discretion,


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    the
      rate
      of interest to be credited periodically to the Interest Accounts; provided,
      however, that in no event may the interest rate be less than the Moody’s
      Long-Term Corporate Bond Yield Average (as it may be adjusted from time to
      time); and, provided, further, that the Plan may not be amended to reduce or
      eliminate this minimum rate of interest. 

     

    In
      lieu
      of investing in the Interest Account, a Participant may elect that all or a
      specified percentage of his or her Base Salary deferred that calendar year
      be
      invested in Phantom Stock (the “Company Stock Account”), in the S&P Account
      or in any combination of the Interest Account, Company Stock Account and/or
      S&P Account. If the Participant so elects, the Management Committee shall
      establish a separate notional subaccount(s) for such Participant under his
      or
      her Account, which shall be credited (i) with respect to the Company Stock
      Account, with whole and fractional shares of Phantom Stock periodically as
      of
      the dates of the credits to the Company Stock Account, and with phantom
      (notional) dividends with respect to the Phantom Stock, which shall be credited
      as being reinvested in additional shares of Phantom Stock and (ii) with
      respect to the S&P Account, with whole and fractional units in the S&P
      Account periodically as of the credits to the S&P Account and with any
      notional distributions on such units, which shall be credited as being
      reinvested in additional units. All credits and debits to the Company Stock
      Account shall be made based on the Fair Market Value per share of the Common
      Stock on the applicable date. The Management Committee shall determine, in
      its
      sole discretion, the valuation dates for valuing each Participant’s
      Account(s).”

     

    4.    Section
      4.5 is amended, effective as of the Effective Time, to read as
      follows:

     

    “4.5
       Change
      in Investment Elections.
      Each
      Participant who has an Account under the Plan may elect that all or a specified
      percentage of his or her Account balance as of any date be reinvested in the
      Interest Account, Company Stock Account and/or S&P Account in such
      proportions as elected by the Participant. This election shall be in such form
      as the Management Committee (or the Compensation Committee, as the case may
      be)
      shall establish and shall comply with all requirements of Section 16(b), to
      the
      extent applicable.”

     

    5.    Section
      4.7 of the Plan is amended, effective as of the Effective Time, to read as
      follows:

     

    “4.7
       Payment
      of Accounts.
      Upon a
      Participant’s Termination or on any Special Deferral payment date, the Company
      shall pay to such Participant (or to


    
      
         

         

      

      
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    his
      or
      her Beneficiary in case of the Participant’s death) in cash the balance credited
      to his or her affected Account(s) as follows:

     

    
      	 	
              (a)

            	
              a
                lump sum payment; or

               

            


    

    
      	 	
              (b)

            	
              in
                5 consecutive substantially equal annual installments; or

               

            


    

    
      	 	
              (c)

            	
              in
                10 consecutive substantially equal annual installments;

               

            


    

    whichever
      form of payment has been elected by the Participant. If distributions are to
      be
      made in substantially equal installments, the amount of each installment payment
      shall be determined by dividing (i) the amount credited to the portion of the
      Participant’s Account to be paid in that form determined as of the valuation
      date before the applicable installment payment by (ii) the number of
      installment payments (including the applicable installment) remaining to be
      paid. On and after the Participant’s Termination or Special Deferral payment
      date and until the full distribution of his or her Account(s), the Participant
      may invest all or a specified portion of his or her Account(s) as of any date
      in
      the Interest Account, Company Stock Account and/or S&P Account in such
      proportions as elected by the Participant. Payment of Accounts shall commence
      or
      be made in the month following the month in which the Participant’s Termination
      or Special Deferral payment date occurs. In the case of distribution to a
      Participant in installments, payment will be made on a pro rata basis from
      each
      of the Participant’s Accounts.”

     

    6.    Section
      4
      of the Plan is amended, effective as of the Effective Time, by adding the
      following new Section 4.9:

     

    “4.9
       Conversion
      of Company Stock Account.
      At the
“Effective Time” as defined in that certain Agreement and Plan of Merger dated
      as of December 12, 2005 by and among the Company, ConocoPhillips and Cello
      Acquisition Corp., the Phantom Stock held in the Company Stock Account shall
      be
      converted in accordance with said Agreement and Plan of Merger into phantom
      shares of common stock of ConocoPhillips, and thereafter the term “Common Stock”
for purposes of this Plan shall mean common stock of
      ConocoPhillips.”

     

    7.    Section
      5.6 of the Plan is amended, effective as of January 1, 2005, to read as
      follows:

     

    “5.6
       Termination
      and Amendment.
      Subject
      to Section 5.9 and the limitation set forth in the third sentence of Section
      4.4, the Compensation Committee may from time to time amend, suspend or
      terminate the Plan, in whole or in part, and if the Plan is suspended or
      terminated, the Compensation Committee may reinstate any or all of its
      provisions. Subject to Section 5.9 and the limitation set


    
      
         

         

      

      
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    forth
      in
      the third sentence of Section 4.4, the Management Committee may also amend
      the
      Plan; provided, however, that it may not suspend or terminate the Plan, or
      substantially increase the obligations of the Company under the Plan (provided,
      however, that the addition of new notional subaccounts for investments shall
      not
      be deemed an increase in the obligations of the Company), or expand the
      classification of employees who are eligible to participate in the Plan. No
      amendment, suspension or termination of the Plan may impair the right of a
      Participant or his or her Beneficiary to receive the benefit accrued hereunder
      prior to the effective date of such amendment, suspension or
      termination.”

     

    8.    Section
      5
      of the Plan is amended, effective as of January 1, 2005, by adding the following
      new Section 5.9:

     

    “5.9 
      Preservation
      of Grandfathering Under Code Section 409A.
      It is
      intended that any amounts deferred under this Plan prior to January 1, 2005
      qualify under the grandfather provisions of Section 409A of the Internal Revenue
      Code of 1986, as amended, and the regulations and guidance thereunder so that
      such deferrals (as adjusted for earnings and losses thereon) are not subject
      to
      said Section 409A. No amendments shall be made to this Plan that would cause
      the
      loss of such grandfather protection.”

    
      
         

      

      
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